The annual accounts are not provided on time. What sections 22 and 35 GmbHG mean for inspection, review and adoption.
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Contact the teamThe annual accounts have been prepared, but management does not provide them or sends them only shortly before the general meeting. For shareholders, the issue is not merely missing figures. They need a real opportunity to review the accounts, the management report and the proposed use of profit in time. Sections 22 and 35 GmbHG organise several separate steps.
This article covers delivery and review of the annual accounts up to their adoption. That is different from general inspection during the financial year and from a later dispute about a profit-use resolution.
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Request the annual accounts and management report in a verifiable manner. Record when the documents arrived, which attachments are missing and whether the statutory review period can still be used meaningfully.
Check when the written voting period ends and whether the annual accounts and management report were accessible in time. Request missing documents and state in writing which review cannot be carried out without them.
Expressly request the annual accounts, management report and any group accounts with group management report. Ask at the same time when the review meeting is planned. This distinguishes accounts that have not yet been prepared from accounts that were prepared but not delivered.
Record the delivery date and compare it with the general meeting. If only a few days remain, immediately list missing attachments, questions and the further access required. The consequences for the resolution depend on the complete course of events.
Arrange the notice, agenda, delivery of the accounts, questions, answers, minutes and resolution wording chronologically. Only then can it be assessed whether an information gap may have affected the decision-making and which corporate route is available.
First check whether the annual accounts were validly adopted. Separately determine whether a profit-use resolution was passed, which amount it covers, and whether it already creates an individual payment claim.
If documents from the current financial year are missing, make a separate information request naming document groups, period and form of access. The specific rule in section 22(2) GmbHG does not replace every other information question.
Under section 22(2) GmbHG, each shareholder must be sent copies of the prepared annual accounts and management report without delay. Where group accounts and a group management report exist, those documents are included as well. The duty therefore starts when the accounts are prepared. It is not fulfilled only when the general meeting begins.
In addition, each shareholder may inspect the company's books and records within fourteen days before the meeting convened to review the annual accounts. For a written vote, the period runs before the deadline fixed for that vote expires. The articles may restrict these rights only under the statutory conditions.
A copy allows preparation. Inspection permits a deeper review. Neither is the same as a blanket request for every business document. For the particular accounts, identify the questions and records actually needed to assess balance-sheet items, the management report or the proposed use of profit.
The information and inspection rights topic page explains the broader shareholder information right. This article remains focused on the preparation phase around the annual accounts.
Under section 35(1)(1) GmbHG, the shareholders decide on reviewing and adopting the annual accounts. Together with use of the balance-sheet profit, where an annual resolution is required, and discharge of management, the decision should be made during the first eight months of each financial year for the previous financial year.
This period makes timely delivery important. A shareholder who receives the accounts shortly before the meeting may be formally present but unable to prepare the statutory review properly. The relevant facts are the delivery date, the meeting date, completeness of the documents and the opportunity to ask questions.
Adoption answers whether the submitted accounts are accepted as the basis for further resolutions. It is not automatically approval of every management action and it is not itself payment of a profit share. These distinctions should remain visible in the agenda and minutes.
Where the notice is unclear, the article on defective general meeting notices helps organise the formal questions.
First preserve the actual delivery. An email with a PDF, a data-room link and a later attachment should be documented separately. Record file name, delivery time, version and recipients. For paper documents, keep the envelope, receipt stamp and scan in the file.
Then check completeness. Depending on the company and its reporting duties, the relevant file may include the balance sheet, profit and loss account, notes, management report, audit report and proposal for the use of profit. What is needed in the individual case depends on the applicable accounting and audit requirements.
If attachments are missing or figures are changed later, ask specifically for the current version and a list of changes. A table showing document, financial year, version received, open question and requested answer is more useful than general allegations.
For initial organisation, the first-safeguard checklist can be used. Keep accounts-related records in a separate folder.
The inspection right under section 22(2) GmbHG concerns the company's books and records. Prepare questions about particular balance-sheet items, transactions and management-report statements. For several open issues, use a numbered list referring to a page, account group or supporting record.
The company may organise the practical form of inspection. That does not remove the need for meaningful access to relevant records. If only selected tables are shown, record which supporting documents and subsidiary records are still needed to verify them.
Late delivery and refused inspection are not automatically the same finding. The legal assessment depends on whether the shareholder could actually review the documents, whether questions were answered and whether the issue may have mattered to the specific resolution.
For ongoing business records that only partly relate to the accounts, the separate article on enforcing the information right is relevant.
Section 35(1)(1) GmbHG places review and adoption of the annual accounts alongside use of the balance-sheet profit. That does not give the two decisions the same legal effect. Adoption concerns the accounts. Use of profit decides whether and how an adopted balance-sheet profit is distributed.
Keep the accounts, resolution proposal, minutes and any profit-use resolution together. Compare amount, recipients, maturity and conditions. A payment or accounting entry does not automatically replace the required resolution and may raise questions under sections 82 and 83 GmbHG if its basis is missing.
The existing article on the profit resolution and payment covers the later stage. This article concerns the earlier stage in which the accounts are reviewed and adopted.
If adoption has already taken place, preserve the notice, agenda, delivered versions, questions, answers, attendance list, proxies, voting result and minutes. The key issue is whether the resolution concerned the same version that was made available beforehand. Later additions must be placed in time.
Late delivery alone does not answer whether a resolution is valid, challengeable or defective for another reason. The wording, information gap, possible effect on the decision and applicable deadlines must be reviewed together.
The topic page on resolution challenges and nullity and the resolution challenge check assist with an initial classification. A later dispute about profit use or management liability should be documented separately.
The initial file should contain the company register extract, articles, notice, agenda, annual accounts, management report, audit report, proposal for use of profit, all deliveries and the minutes. Add a short chronology from the first request for delivery to the vote.
Separate three questions: were the accounts prepared and delivered, could they be reviewed in time, and was a valid decision then made on adoption or profit use? This prevents a missing document from being mixed with a later payment dispute or a general information request.
If a meeting is approaching, do not wait until the day of the meeting to request the documents. If the vote has already taken place, secure delivery records, versions and minutes immediately. The appropriate next route depends on the contents and chronology of the file.
Under section 22(2) GmbHG, copies of the prepared annual accounts and management report must be sent without delay. Each shareholder also has an inspection right in the company's books and records during the fourteen days before the review meeting.
Yes. For a written vote, section 22(2) GmbHG refers to the period before the deadline fixed for that vote expires. The delivery date and completeness of the documents should be documented.
No. Adoption concerns the annual accounts. Use of the balance-sheet profit is a separate matter and may require its own resolution with separate content and maturity questions.
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